December 30, 2022

The Secretary, The Asst. Vice-President,

BSE Limited The National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers “Exchange Plaza” Bandra Kurla Complex,
Dalal Street, Mumbai-400 001 Bandra (East) Mumbai-400051

Scrip Code: 532529 Scrip Symbol: NDTV

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015

Dear Sir/ Ma’am,

The Board of Directors of the Company at its meeting held today i.e. December 30, 2022,
has inter alia:

1. Approved the appointment of following Directors to the Board of the Company

with effect from December 30, 2022:

(a) Mr. Aman Kumar Singh (DIN:02860208) as an Additional Director in the capacity
of Non-Executive, Non-Independent Director; and

(b) Mr. Sunil Kumar (DIN: 07379007) as an Additional Director in the capacity of
Non-Executive, Independent Director.

The disclosures pursuant to Regulation 30 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) read with SEBI Circular
No. CIR/CFD/CMD/4/2015 dated September 9, 2015, along with brief profiles of the
new Directors, are enclosed herewith as Annexure-I.

The term of Independent Director will be for a period of 3 (three) years w.e.f.
December 30, 2022 upto December 29, 2025, subject to approval of the shareholders
of the Company. We hereby confirm that the Independent Director satisfies the criteria
of independence prescribed under the Companies Act, 2013 and SEBI LODR.

In accordance with the circular dated June 20, 2018 issued by the Stock Exchanges,
we hereby confirm that the new Directors are not debarred from holding the office of
Director by virtue of any order passed by SEBI or any other such authority, and neither
of them are related to any Director of the Company.

new delhi television limited, b 50a, 2nd floor, archana complex, greater Kailash- 1, new delhi-110048, india, tel: (+91-11) 2644 6666, 4157 7777,
fax: (+91-11) 49862990, www.ndtv.com, e-mail: corporate@ndtv.com, CIN L92111DL1988PLC033099
2. Took note of the resignation of following Directors with effect from close of
business hours of December 30, 2022, due to change in ownership and control of
the Company:

(a) Dr. Prannoy Roy (DIN:00025576), Whole-Time Director designated Executive

Co - Chairperson;
(b) Mrs. Radhika Roy (DIN:00025625), Whole-Time Director designated Executive
Co - Chairperson;
(c) Mr. Darius Taraporvala (DIN:02077326), Non-Executive, Non - Independent
Director;
(d) Mr. Kaushik Dutta (DIN:03328890), Non-Executive, Independent Director;
(e) Ms. Indrani Roy (DIN:01033399), Non-Executive, Independent Director; and
(f) Mr. John Martin O’Loan (DIN:07322343), Non-Executive, Independent Director.

The disclosures and confirmations required under Regulation 30 read with Part A of
Schedule III of the SEBI LODR and SEBI Circular No. CIR/CFD/CMD/4/2015 dated
September 9, 2015 along with resignation letters are enclosed herewith as
Annexure II.

3. Took note of the change in control of the Company

Consequent to the acquisition of 1,75,77,676 equity shares by RRPR Holding Private

Limited (a Promoter Company) (aggregating to 27.26% of the total equity share capital
of the Company) from Dr. Prannoy Roy (86,65,209 equity shares) and Mrs. Radhika
Roy (89,12,467 equity shares) by way of inter - se transfer, under Regulation
10(1)(a)(ii) of the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011, the revised shareholding pattern of the Promoters/Promoter Group
of the Company is as follows:

S.No. Name Category No. of % of

Shares Shareholding
1. Dr. Prannoy Roy Promoter 16,11,782 2.5
2. Mrs. Radhika Roy Promoter 16,11,782 2.5
3. RRPR Holding Private Promoter 3,63,91,604 56.45
Limited (an indirect Company
subsidiary of Adani
Enterprises Limited)
4. Vishvapradhan Commercial Promoter 53,30,792 8.27
Private Limited (a step down Company
subsidiary of Adani
Enterprises Limited)
Total 4,49,45,960 69.72

new delhi television limited, b 50a, 2nd floor, archana complex, greater Kailash- 1, new delhi-110048, india, tel: (+91-11) 2644 6666, 4157 7777,
fax: (+91-11) 49862990, www.ndtv.com, e-mail: corporate@ndtv.com, CIN L92111DL1988PLC033099
4. Approved the revision in list of Key Managerial Personnel for determining the
materiality of an event or information:

Pursuant to Regulation 30(5) of the SEBI LODR read with the Company’s Policy to
determine materiality of an event or information, the revised list of Key Managerial
Personnel for the purpose of determining the materiality of an event or information
and making disclosure to the Stock Exchanges is as follows:

Particulars Name of Key Managerial Contact Details

Personnel
For determining materiality of (i) Ms. Parinita Duggal, secretarial@ndtv.com
an event or information Company Secretary;
(ii) Mr. Rajneesh Gupta, rajneesh@ndtv.com
Chief Financial Officer
For intimating details of Ms. Parinita Duggal, Company Secretary
material event/information to
Stock Exchanges

You are requested to take the information on record.

Thanking you,

Yours sincerely,

For New Delhi Television Limited

Digitally signed
PARINITA by PARINITA
BHUTANI
BHUTANI Date: 2022.12.30
20:18:22 +05'30'
Parinita Bhutani Duggal
Company Secretary and Compliance Officer

new delhi television limited, b 50a, 2nd floor, archana complex, greater Kailash- 1, new delhi-110048, india, tel: (+91-11) 2644 6666, 4157 7777,
fax: (+91-11) 49862990, www.ndtv.com, e-mail: corporate@ndtv.com, CIN L92111DL1988PLC033099
 Annexure I

Disclosures required under Regulation 30 of SEBI LODR and SEBI Circular No.
CIR/CFD/CMD/4/2015 dated September 9, 2015, along with brief profiles are as under:

Appointment of Directors:

Sr. Particulars Details

No.
1. Name of Director/ Mr. Aman Kumar Singh, Mr. Sunil Kumar, Additional
Nature of Directorship Additional Director in capacity Director in capacity of Non –
of Non - Executive Non- Executive Independent
Independent Director (DIN Director (DIN: 07379007)
02860208)
2. Reason for change Appointment of an Additional
Appointment of an Additional
Director Director
3. Date of Appointment With effect from
With effect from December
and term of December 30, 2022, to hold30, 2022 for 3 (three) years
Appointment office upto the ensuing upto December 29, 2025,
General Meeting of the subject to approval in ensuing
Company. General Meeting of the
Company
4. Brief profile (in case of Mr. Aman Kumar Singh is Mr. Sunil Kumar was a
appointment) presently Group Head - former Chief Secretary in the
Corporate Brand Custodian Government of Chhattisgarh.
for the Adani Group.

He is a renowned former civil He was also the Managing

servant with over 25 years of Director for EdCIL India
experience in the private and Ltd., Madhya Pradesh State
public sector and has worked Civil Supplies Corporation,
for both Centre and State in Bhopal, Modern Foods India
various sectors such as power, Ltd., Madhya Pradesh
smart cities, taxation, Madhyam, Bhopal.
technology, environment and
consulting.
5. Disclosure of Mr. Aman Kumar Singh is Mr. Sunil Kumar is not
Relationship between not related to any Director related to any Director of
Directors (in case of of the Company. the Company.
appointment)
6. Other Directorships/ Not Applicable Not Applicable
Memberships in listed
entities (only in case of
resignation of
Independent Directors)

new delhi television limited, b 50a, 2nd floor, archana complex, greater Kailash- 1, new delhi-110048, india, tel: (+91-11) 2644 6666, 4157 7777,
fax: (+91-11) 49862990, www.ndtv.com, e-mail: corporate@ndtv.com, CIN L92111DL1988PLC033099
 Annexure II

Disclosures and confirmations under Regulation 30 read with Clause 7B of Para A Part A
of Schedule III of SEBI LODR and SEBI Circular No. CIR/CFD/CMD/4/2015 dated
September 9, 2015 are as under:

Resignation of Non - Independent Directors:

Sr. Particulars Details

No.
1. Name of Director Dr. Prannoy Mrs. Radhika Mr. Darius
Roy Roy Taraporvala
(DIN:00025576) (DIN:00025625) (DIN:02077326)
2. Reason for change Resignation Resignation Resignation
(Copy of the (Copy of the (Copy of the
resignation letter resignation letter resignation
is enclosed is enclosed letter is enclosed
herewith) herewith) herewith)
3. Date of December 30, December 30, December 30,
Appointment/Cessation 2022 2022 2022
4. Brief Profile (in case of Not Applicable Not Applicable Not Applicable
appointment)
5. Disclosure of Not Applicable Not Applicable Not Applicable
relationships between
Directors (in case of
appointment)

Resignation of Independent Directors:

(i) Mr. Kaushik Dutta (DIN:03328890)

Sr. Particulars Details
No.
1. Name of Director/ Nature of Mr. Kaushik Dutta, Independent Director
Directorship (DIN:03328890)
2. Reason for change Resignation (Copy of the resignation letter
is enclosed herewith)
3. Date of Appointment/Cessation December 30, 2022
4. Term of Appointment Not Applicable
5. Brief profile (in case of Not Applicable
appointment)
6. Disclosure of Relationship Not Applicable
between Directors (in case of
appointment)
7. Other Directorships/ Memberships of Details of Details of
Committees in listed entities (only in Directorships Committees
case of resignation of Independent PB Fintech Limited Chairperson-
Directors) (Independent Audit Committee
Director)

new delhi television limited, b 50a, 2nd floor, archana complex, greater Kailash- 1, new delhi-110048, india, tel: (+91-11) 2644 6666, 4157 7777,
fax: (+91-11) 49862990, www.ndtv.com, e-mail: corporate@ndtv.com, CIN L92111DL1988PLC033099
 HCL Infosystems Chairperson-
Limited (Independent Accounts &
Director) Audit Committee
Newgen Software Chairperson-
Technologies Limited Audit Committee
(Independent
Director)
Zomato Limited Member-Audit
(Independent Committee
Director)

(ii) Ms. Indrani Roy (DIN:01033399)

Sr. Particulars Details
No.
1. Name of Director/ Nature of Ms. Indrani Roy, Independent Director
Directorship (DIN:01033399)
2. Reason for change Resignation (Copy of the resignation
letter is enclosed herewith)
3. Date of Appointment/Cessation December 30, 2022
4. Term of Appointment Not Applicable
5. Brief profile (in case of Not Applicable
appointment)
6. Disclosure of Relationship Not Applicable
between Directors (in case of
appointment)
7. Other Directorships/ Memberships in NIL
listed entities (only in case of
resignation of Independent Directors)

(iii) Mr. John Martin O’ Loan, Independent Director (DIN:07322343)

Sr. Particulars Details

No.
1. Name of Director/ Nature of Mr. John Martin O’ Loan, Independent
Directorship Director (DIN:07322343)
2. Reason for change Resignation (Copy of the resignation
letter is enclosed herewith)
3. Date of Appointment/Cessation December 30, 2022
4. Term of Appointment Not Applicable
5. Brief profile (in case of Not Applicable
appointment)
6. Disclosure of Relationship Not Applicable
between Directors (in case of
appointment)
7. Other Directorships/ Memberships in NIL
listed entities (only in case of
resignation of Independent Directors)

new delhi television limited, b 50a, 2nd floor, archana complex, greater Kailash- 1, new delhi-110048, india, tel: (+91-11) 2644 6666, 4157 7777,
fax: (+91-11) 49862990, www.ndtv.com, e-mail: corporate@ndtv.com, CIN L92111DL1988PLC033099
December 30, 2022

To,
The Board of Directors,
New Delhi Television Limited
B-50A, 2nd Floor, Archana Complex,
Greater Kailash-I, New Delhi -110048

Sub: Resignation from the position of Executive Co-Chairperson of the Company

Dear Sir/Ma’am,

I, Prannoy Roy, hereby resign as Whole Time Director and Executive Co-Chairperson of the Company and
from all Board Committees of which I am a member, with effect from close of business hours on December
30, 2022. I am resigning owing to the change in ownership of the Company. There are no other material
reasons for my resignation.

I am deeply grateful to all Board Members and the Management for their cooperation during my tenure as
director and Co-Chairperson of the Company.

I wish the company and the new Board every success in the coming years.

Yours sincerely,
Digitally signed by
PRANNOY ROY
PRANNOY ROY Date: 2022.12.30
15:38:01 +05'30'
_____________
Prannoy Roy
Executive Co-Chairperson
DIN: 00025576
December 30, 2022

To,
The Board of Directors,
New Delhi Television Limited
B-50A, 2nd Floor, Archana Complex,
Greater Kailash-I, New Delhi -110048

Sub: Resignation from the position of Executive Co- Chairperson of the Company

Dear Sir/Ma’am,

I, Radhika Roy, hereby resign as Whole Time Director and Executive Co-Chairperson of the Company and
from all Board Committees of which I am a member, with effect from close of business hours on December
30, 2022. I am resigning owing to the change in ownership of the Company. There are no other material
reasons for my resignation.

I am deeply grateful to all Board Members and the Management for their cooperation during my tenure as
director and Co-Chairperson of the Company.

I wish the company and the new Board every success in the coming years.

Yours sincerely,
RADHIKA Digitally signed by
RADHIKA ROY

ROY Date: 2022.12.30

15:40:01 +05'30'
_______________
Radhika Roy
Executive Co-Chairperson
DIN: 00025625
December 30, 2022

To,
The Board of Directors,
New Delhi Television Limited
nd
:B-50A, 2 Ffoor, Archana Complex,
Greater Kailash-I,
New Delhi -110048

Sub: Resignation from directorshiP. of New Delhi Television Limited ("the ComJ!any~}

Dear Sir/Ma'am,

I hereby resign from the position of the Non-Executive Director of the Company and from all the
Board Committees in which I am a member, due to change in ownership and control of the
Company, with effect from close of business hours on December 30, 1011.
There are no other material reasons for my resignation. It has been my pleasure to serve on the
Board of the Company during my tenure.
I express my gratitude and deep sense of appreciation to the entire Board. My best wishes are

(~
always there with the Company.
Yours sincerely

N
g
l> Taraporvafa
ecutive Director
DlN: 02077326
December 30, 2022

To,
The Board of Directors,
New Delhi Television Limited
B-50A, 2nd Floor, Archana Complex,
Greater Kailash-I,
New Delhi -110048

Sub: Resignation from directorship of New Delhi Television Limited (“the Company”)

Dear Sir/Ma’am,

Pursuant to the change in ownership and control of the Company, I would like to tender my
resignation from the position of Independent Director of the Company and from the Membership
of all Committees of the Board, with effect from close of business hours on December 30, 2022.

There are no other material reasons for my resignation. I would like to thank the Board Members
and the Management of the Company for extending their support over years.

I wish the Company all success.

Yours sincerely

Kaushik Dutta
Independent Director
DIN: 03328890
December 30, 2022

To,
The Boord or Olrectors,
New O clld T clcvl.s lon Limited
B-50A, 2"" Floor, Archana Complex,
Greater Kailash-1,
New Delhi -11004!!

Sub : Rcdgnati on from directorsh ip of New D eihl Television Lim ited ("the Companv')

Dear Sir/Ma'am,

Consequent to cbange in ownership and control of the Company, I would like to resign from my
position as an Independent Director of the Company and from all the Board Committees in
which I am a member, with effect from close of business hours on December 30, 2022.

It has been my privilege to be on the Board of the Company from May 2004 onwards. I have
spent a long tenure being associated as a director with the Company. I would now like to r:sign
as l may not be able to contnoute enough time to the responsibilities of the directorship.

There are no o ther material reasons for my resignation. I sincerely thank the Boord and the
management for all their support.

YoUJS sincerely

~~ ~
lndranl Roy
Independ e nt Director
DIN: 01033399
 .JCL
The Board of Directors,
New Delhi Television Limited
B-50A, 2nd Floor, Archana Complex,
Greater Kailash-I,
New Delhi -110048

Ref: Resignation from Directorship of New Delhi Television Limited (“the Company”)

Dear Sir/Ma’am,

I hereby tender my resignation as Independent Director of the Company in long standing

and from all the Board Committees on which I currently sit, with effect from close of
business hours today, December 30, 2022.

NDTV is internationally respected, above all others in Indian electronic media, for its
independent stance, high quality journalism, trust, and business ethics, over 30 years.
This has not happened by accident.

It has been a great privilege for me to serve with you as an independent director on the
various boards and committees of such an august organisation. I am proud to have been
part of a tremendous team of management and media professionals, at least the equal
of any I have worked with anywhere during my career with other internationally
successful media organisations.

I would like to convey my best wishes for NDTV’s continued financial and journalistic
success to the new leadership of a Company I have been proud to serve.

Yours sincerely,

John Martin O'Loan

Independent Director
DIN: 07322343

December 30, 2022

8 Langholm Lodge - Richmond TW10 6UX

Mobile +447 747 864 629 Email: john@jol.tv